A partnership is different from a corporation in many ways.

First, there is no time limit for the

existence of the partnership as this depends on the agreement of the parties. On the other hand, a
corporation can exist for a period not exceeding fifty (50) years. Second, as to the beginning of
juridical personality, a partnership becomes a juridical person from the time the contract begins
while in a corporation, it only becomes a juridical person upon registration with the Securities &
Exchange Commission (SEC). Third, although a partner may transfer his interest in a partnership
to another, the transferee does not automatically become a partner unless all the other partners
give their consent. However, in corporations, when the shares of stock are transferred to another,
the transferee becomes a stockholder of the corporation. Fourth, as to liability to third persons,
partners may be held liable with their private and personal property while in corporations, the
stockholders are generally liable only to the extent of their subscribed capital stock. Lastly, a
partnership may be dissolved due to the insolvency, civil interdiction, death, insanity or
retirement of any of the partners while such grounds do not dissolve a corporation.

Like a corporation, a partnership has a separate juridical personality. Even if the partnership
failed to register with the SEC, it still has a separate juridical personality. Thus, the partnership,
as a separate person can acquire its own property, bring actions in court in its own name and
incur its own liabilities and obligations. A partnership action is embodied in a Partners’
Resolution which is similar to a corporation’s Board Resolution.

Partnerships are recorded with the Securities & Exchange Commission (SEC). The following
requirements must be submitted with the SEC:

1. Name Verification Slip with the reservation of the partnership name

2. Articles of Partnership
3. Registration Data Sheet
4. Affidavit of a partner undertaking to change partnership name
5. Certificate of Bank Deposit

If a partnership has foreign partners, the following additional requirements must be filed:
1. SEC Form No. F-105
2. Bank certificate on the capital contribution of the partners
3. For foreign partners who want to register their investments with the Bangko Sentral ng
Pilipinas, proof of the remittance

The following information should also be provided:

1. Name of the partnership

2. Principal office address
3. Telephone number of the partnership
4. Name, citizenship, address, birthday and TIN of the partners
5. Capital contribution of the partners
6. Purpose of the partnership

A partner has certain rights in the partnership. Thus, he has a share in the profits of the
partnership and has the right to a specific partnership property. As a partner, he has a right to
participate in the management, inspect partnership books and can in fact, demand for a formal
accounting. However, rights have corresponding obligations. Hence, a partner is obligated to
give his contribution and share in the losses.

There are many types of partners, the common types of which are:

1. General partner
2. Industrial partner (one who furnishes labor or industry)
3. Capitalist partner (one who give capital)
4. Limited partner (one who is liable only to the extent of his contribution)

Anent the liability, all partners are liable to third persons. However, as between the partners, the
industrial partner is not liable for losses while a limited partner is liable only to the extent of his
contribution.